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SMALL BUSINESS ADMINISTRATION Percent United States Small Business Administration. [Disaster Declaration #17052 and #17053; Non-Profit Organizations with- Thomas G. Morris, Illinois Disaster Number IL–00065] out Credit Available Else- Acting Associate Administrator, Director, where ...... 2.000 Administrative Declaration of a Office of Liquidation, Office of Investment and Innovation. Disaster for the State of Illinois The number assigned to this disaster [FR Doc. 2021–16266 Filed 7–29–21; 8:45 am] AGENCY: U.S. Small Business for physical damage is 17052 6 and for BILLING CODE P Administration. economic injury is 17053 0. ACTION: Notice. The State which received an EIDL SURFACE TRANSPORTATION BOARD SUMMARY: This is a notice of an Declaration # is Illinois. Administrative declaration of a disaster (Catalog of Federal Domestic Assistance [Docket No. FD 36472] Number 59008) for the State of Illinois dated 07/26/ CSX Corporation and CSX 2021. Isabella Guzman, Transportation, Inc., et al.—Control Incident: Flooding. Administrator. and Merger—Pan Am Systems, Inc., Incident Period: 06/25/2021 through [FR Doc. 2021–16264 Filed 7–29–21; 8:45 am] Pan Am Railways, Inc., Boston and 06/27/2021. Maine Corporation, Maine Central DATES: Issued on 07/26/2021. BILLING CODE 8026–03–P Railroad Company, Northern Railroad, Physical Loan Application Deadline Pan Am Southern LLC, Portland Date: 09/24/2021. SMALL BUSINESS ADMINISTRATION Terminal Company, Springfield Economic Injury (EIDL) Loan Terminal Railway Company, Stony Application Deadline Date: 04/26/2022. Brook Railroad Company, and Vermont [License No. 05/05–0335] ADDRESSES: Submit completed loan & Massachusetts Railroad Company applications to: U.S. Small Business Serra Capital (SBIC) III, L.P.; Conflicts AGENCY: Surface Transportation Board. Administration, Processing and of Interest Exemption ACTION: Decision No. 4 in STB Finance Disbursement Center, 14925 Kingsport Docket No. 36472; Notice of Acceptance Road, Fort Worth, TX 76155. Notice is hereby given that Serra of Application and Related Filings; FOR FURTHER INFORMATION CONTACT: A. Capital (SBIC) III, L.P., 2021 South First Issuance of Procedural Schedule. Escobar, Office of Disaster Assistance, Street, Suite 206, Champaign, IL 61821, SUMMARY: U.S. Small Business Administration, a Federal Licensee under the Small The Surface Transportation Board (Board) is accepting for 409 3rd Street SW, Suite 6050, Business Investment Act of 1958, as consideration the revised application Washington, DC 20416, (202) 205–6734. amended (‘‘the Act’’), in connection SUPPLEMENTARY INFORMATION: Notice is filed on July 1, 2021, by CSX with the financing of a small business Corporation (CSXC), CSX hereby given that as a result of the concern, has sought an exemption under Administrator’s disaster declaration, Transportation Inc. (CSXT), 747 Merger Section 312 of the Act and Section Sub 2, Inc. (747 Merger Sub 2), Pan Am applications for disaster loans may be 107.730, Financings which Constitute filed at the address listed above or other Systems, Inc. (Systems), Pan Am Conflicts of Interest of the Small Railways, Inc. (PAR), Boston and Maine locally announced locations. Business Administration (‘‘SBA’’) Rules The following areas have been Corporation (Boston & Maine), Maine and Regulations (13 CFR 107.730). Serra determined to be adversely affected by Central Railroad Company (Maine Capital (SBIC) III, L.P. is seeking a the disaster: Central), Northern Railroad (Northern), written exemption from SBA for a Portland Terminal Company (Portland Primary Counties: McLean. proposed financing to ConsortiEX, Inc., Terminal), Springfield Terminal Contiguous Counties: 1000 N Water Street, Suite 950, Railway Company (Springfield Illinois: Champaign, De Witt, Ford, Milwaukee, WI 53202. Terminal), Stony Brook Railroad Livingston, Logan, Piatt, Tazewell, The financing is brought within the Company (Stony Brook), and Vermont & Woodford. Massachusetts Railroad Company purview of § 107.730(a) of the The Interest Rates are: (V&M) (collectively, Applicants). The Regulations because ConsortiEX, Inc. is application will be referred to as the an Associate of Serra Capital (SBIC) III, Percent Revised Application. The Revised L.P. because Associate Serra Capital III, Application seeks Board approval under For Physical Damage: L.P. owns a greater than ten percent 49 U.S.C. 11321–26 for: CSXC, CSXT, Homeowners with Credit Avail- interest in ConsortiEX, Inc., therefore able Elsewhere ...... 3.250 and 747 Merger Sub 2 to control the this transaction is considered Financing seven railroads controlled by Systems Homeowners without Credit which constitute conflicts of interest Available Elsewhere ...... 1.625 and PAR, and CSXT to merge six of the Businesses with Credit Avail- requiring SBA’s prior written seven railroads into CSXT. This able Elsewhere ...... 5.760 exemption. proposal is referred to as the Merger Businesses without Credit Notice is hereby given that any Transaction. In addition to the Revised Available Elsewhere ...... 2.880 interested person may submit written Application, there are several filings for Non-Profit Organizations with transactions related to the Merger Credit Available Elsewhere ... 2.000 comments on this transaction within fifteen days of the date of this Transaction, including: Four notices of Non-Profit Organizations with- exemption for Norfolk Southern out Credit Available Else- publication to the Associate where ...... 2.000 Administrator, Office of Investment and Railway Company (NSR) to acquire For Economic Injury: Innovation, U.S. Small Business trackage rights over existing lines Businesses & Small Agricultural Administration, 409 Third Street SW owned by four separate railroads; a petition for exemption to allow Cooperatives without Credit Washington, DC 20416. Available Elsewhere ...... 2.880 Pittsburg & Shawmut Railroad, LLC d/

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b/a Berkshire & Eastern Railroad (B&E), due by September 28, 2021. Responses Railroads’ representative, Robert B. to replace Springfield Terminal as the to comments, protests, requests for Culliford, Pan Am Systems, Inc., 1700 operator of Pan Am Southern LLC conditions, and other opposition— Iron Horse Park, North Billerica, MA (PAS); and a notice of exemption to including responses to DOJ and USDOT 01862; and (5) any other person allow SMS Rail Lines of New York, LLC filings—are due by October 18, 2021. designated as a Party of Record on the (SMS) to discontinue service and Responses to responsive applications, service list. terminate its lease of a rail line known including inconsistent applications, are FOR FURTHER INFORMATION CONTACT: as the Voorheesville Running Track. also due by October 18, 2021. Rebuttal Amy Ziehm at (202) 245–0391. These transactions will be referred to as in support of the Revised Application Assistance for the hearing impaired is the Related Transactions. This decision and Related Transactions is also due by available through the Federal Relay embraces the following dockets: Norfolk October 18, 2021. Rebuttals in support Service at (800) 877–8339. Southern Railway—Trackage Rights of responsive applications, requests for SUPPLEMENTARY INFORMATION: On Exemption—CSX Transportation, Inc., conditions, and other opposition must February 25, 2021, Applicants Docket No. FD 36472 (Sub-No. 1); be filed by November 17, 2021. Final submitted an application for the Norfolk Southern Railway—Trackage briefs will be due by January 3, 2022. If proposed Merger Transaction and Rights Exemption—Providence & a public hearing or oral argument is requested that the Board treat the Worcester Railroad, Docket No. FD held, it will be held between the filing transaction as a ‘‘minor’’ transaction. In 36472 (Sub-No. 2); Norfolk Southern of rebuttals and final briefs on a date to Decision No. 1, served and published in Railway—Trackage Rights Exemption— be determined by the Board. The Board the Federal Register (86 FR 16,009) on Boston & Maine Corp., Docket No. FD will issue its final decision by April 1, March 25, 2021, the Board found the 36472 (Sub-No. 3); Norfolk Southern 2022, and the decision will become proposed transaction should be Railway—Trackage Rights Exemption— effective on May 1, 2022. classified as a ‘‘significant’’ transaction Pan Am Southern LLC, Docket No. FD Environmental Review. As discussed under 49 U.S.C. 11325 and 49 CFR 36472 (Sub-No. 4); Pittsburg & Shawmut below, CSXT is directed to file 1180.2(b), which must meet different Railroad—Operation Exemption—Pan supplemental environmental procedural and informational Am Southern LLC, Docket No. FD 36472 information, which must be filed by requirements, and that Applicants’ (Sub-No. 5); SMS Rail Lines of New August 19, 2021 (though CSXT may submission therefore could not be York, LLC—Discontinuance request an extension). Absent any treated as an application. However, in Exemption—in Albany County, N.Y., extensions, environmental comments that same decision, the Board Docket No. AB 1312X. The Board finds must be filed by September 17, 2021, determined that it would consider the that the Revised Application meets the addressed to the attention of the Board’s February 25, 2021 submission a requirements of 49 CFR 1180.4, 1180.6, Office of Environmental Analysis prefiling notification (referred to herein and 1180.7 and is therefore complete. 49 (OEA). as the Prefiling Notice), as required in CFR 1180.4(c)(7) (‘‘A complete Safety Integration Plan. Applicants ‘‘significant’’ transactions, see 49 CFR application contains all information for shall file a proposed Safety Integration 1180.4(b)(1), thus permitting Applicants all applicant carriers required by these Plan (SIP) with the OEA and the Federal to perfect their application by procedures, except as modified by Railroad Administration (FRA) by supplementing their submission with advance waiver.’’) Accordingly, the August 30, 2021. Comments in response the requisite information for a Revised Application is accepted. The to the proposed SIP will be due on ‘‘significant’’ transaction in accordance Board adopts a procedural schedule for October 4, 2021. Applicants’ response to with the Board’s regulations, between consideration of the Revised comments filed regarding the SIP will April 25 and June 25, 2021. The Board Application and Related Transactions, be due on October 18, 2021. also required Applicants to submit the under which the Board’s final decision For further information respecting difference between the filing fee for a would be issued by April 1, 2022, and dates, see the Appendix to this decision. ‘‘minor’’ transaction (which Applicants would become effective by May 1, 2022. ADDRESSES: Any filing submitted in this had already paid) and the fee for a DATES: The effective date of this proceeding should be filed with the ‘‘significant’’ transaction. On April 26, 2021, Applicants decision is July 30, 2021. Board via e-filing on the Board’s submitted an application for a Transportation Merits. Any person website. In addition, one copy of each ‘‘significant’’ transaction and paid the who wishes to participate in this filing must be sent (and may be sent by difference in filing fees. However, by proceeding as a Party of Record must email only if service by email is decision served May 26, 2021, the Board file, no later than August 20, 2021, a acceptable to the recipient) to each of concluded that the Applicants’ notice of intent to participate if they the following: (1) Secretary of significant application failed to include have not already done so. Descriptions Transportation, 1200 New Jersey the information needed to satisfy the of anticipated responsive applications, Avenue SE, Washington, DC 20590; (2) Market Analysis requirement for a including inconsistent applications, are Attorney General of the United States, c/ ‘‘significant’’ transaction application due by August 27, 2021. Petitions for o Assistant Attorney General, Antitrust under 49 CFR 1180.7. Decision No. 3, waiver or clarification with respect to Division, Room 3109, Department of FD 36472 et al., slip op. at 2. such applications are also due by Justice, Washington, DC 20530; (3) Specifically, the Board found that the August 27, 2021. Comments, protests, CSX’s 1 and 747 Merger Sub 2’s Market Analysis and supporting verified requests for conditions, and any other representative, Anthony J. LaRocca, statements did not sufficiently describe evidence and argument in opposition to Steptoe & Johnson LLP, 1330 ‘‘the impacts of the proposed the Revised Application or Related Connecticut Ave. NW, Washington, DC transaction—both adverse and Transactions are also due by August 27, 20036; (4) Systems’,2 PAR’s, and PAR beneficial—on inter-and intramodal 2021. This include any comments from 1 competition,’’ nor did they meet the the U.S. Department of Justice (DOJ) and CSXT is a wholly owned subsidiary of CSXC. CSXC and CSXT are referred to collectively as CSX. U.S. Department of Transportation 2 Systems directly and wholly owns PAR, which and Springfield Terminal. Boston & Maine directly (USDOT). All responsive applications, in turn directly and wholly owns four rail carriers: and wholly owns Northern, as well as a 99.27% including inconsistent applications, are Boston & Maine, Maine Central, Portland Terminal, interest in Stony Brook and a 98% interest in V&M.

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other specific requirements for a Market and Willows that is owned by into CSXT.8 (Revised Appl. 6–7.) As Analysis, including the requirement for Massachusetts Bay Transportation CSXT would wholly own and control supporting data. Id. at 7.3 Because the Authority (MBTA) and over which PAS Boston & Maine, CSX and 747 Merger Market Analysis was incomplete, the has freight easement rights, and a Sub 2 also seek authority to acquire significant application was rejected. segment owned by Canadian Pacific Boston & Maine’s 50% joint ownership However, the Board held that Railway Company (CP) between in PAS. (Id. at 7–8.) Applicants state Applicants were permitted to file a Mohawk Yard, N.Y., and Mechanicville that CSXT, NSR, and GWI have entered revised application to remedy the and over which PAS has trackage rights. into agreements regarding the operation deficiencies identified in Decision No. (Revised Appl., Ex. 13, Operating Plan of PAS upon consummation of the 3. Id. at 15. 24.) The Patriot Corridor is sometimes Merger Transaction, specifically: (1) A On July 1, 2021, Applicants submitted referred to herein as the Northern Route. settlement agreement between CSXT the Revised Application.4 As noted, The Knowledge Corridor runs north- and NSR (NSR Settlement Agreement), Systems directly and wholly owns PAR, south between milepost 183.4 at White which includes an agreement relating to which in turn directly and wholly owns River Junction, Vt., and milepost 0.0 at operations at Ayer; and (2) a Term Sheet four rail carriers: Boston & Maine, New Haven, Conn., a distance of Agreement among CSXT, NSR, and GWI Maine Central, Portland Terminal, and approximately 183.4 miles. (Id., Ex. 13, (Term Sheet Agreement). (Id. at 8–9.) Springfield Terminal. Boston & Maine Operating Plan 24–25.) The Knowledge Applicants state that these two directly and wholly owns Northern, as Corridor includes segments of rail line agreements contemplate transactions well as a 99.27% interest in Stony Brook that are related to the Merger owned by New England Central and a 98% interest in V&M. (Revised Transaction and require Board Railroad (NECR), a subsidiary of Appl. 6.) These seven rail carriers will authorization. These Related Genesee & Wyoming, Inc. (GWI), and be referred to collectively as the PAR Transactions are discussed in the the National Railroad Passenger Railroads. The PAR Railroads own rail following section. lines and provide rail service on a Corporation (Amtrak), each of which Related Filings. Several notices of freight rail network (PAR System) in PAS has trackage rights over, and a exemption and a petition for exemption New England, from Maine in the north segment owned by the Massachusetts were filed in connection with the to the Boston region in the south.5 Department of Transportation Revised Application. Springfield Terminal operates rail (MassDOT), over which PAS has freight NSR Trackage Rights Authority. NSR service on the PAR System on behalf of easement rights. (Id.) filed four verified notices of exemption the PAR Railroads pursuant to leases Springfield Terminal, also a Class II under 49 CFR 1180.2(d)(7) for overhead over lines owned and leased by the rail carrier, operates PAS as PAS’s trackage rights pursuant to four separate other PAR Railroads. (Id.) agent. (Revised Appl. 6.) NSR has trackage rights agreements with CSXT, Additionally, Boston & Maine owns a reserved trackage rights on the PAS line Providence & Worcester Railroad 50% interest in PAS, a Class II carrier. between Mechanicville and Ayer, Mass., Company (P&W) (a GWI subsidiary), (Id.) PAS is a 50/50 joint venture and rights to interchange certain traffic Boston & Maine, and PAS.9 Specifically: between Boston & Maine and NSR.6 (Id.) with other connecting regional lines. • In Norfolk Southern Railway— The PAS lines include two main line (Revised Appl., Ex. 22–E, V.S. Reishus Trackage Rights Exemption—CSX corridors, referred to as the Patriot 45.) Springfield Terminal currently Transportation, Inc., Docket No. FD Corridor and the Knowledge Corridor. operates NSR trains over the PAS line 36472 (Sub-No. 1), NSR seeks The Patriot Corridor runs east-west between Mechanicville and Ayer, approximately 161.5 miles of overhead between milepost 467.4 at pursuant to a haulage agreement trackage rights on CSXT’s mainline Mechanicville, N.Y., and milepost between PAS and NSR. (Revised Appl., between approximately Voorheesville, 311.97 near Willows, Mass., a distance Ex. 13, Operating Plan 13.) N.Y. (at or near milepost QG 22.5) and Worcester, Mass. (at or near milepost of approximately 151.4 miles. (Id. at 39.) CSXT, a Class I rail carrier, owns and QB 44.5) (inclusive of appurtenant The Patriot Corridor includes a segment operates approximately 19,500 miles of of rail line between Fitchburg, Mass., 7 passing tracks and sidings). railroad in 23 states and the District of • In Norfolk Southern Railway— Columbia, as well as in the Canadian 3 Applicants are also required to submit an Trackage Rights Exemption— Operating Plan, which must be based on the Market Provinces of Ontario and Quebec. Providence & Worcester Railroad, Analysis. 49 CFR 1180.8(b). Because the Market (Revised Appl. 32.) The CSXT network Docket No. FD 36472 (Sub-No. 2), NSR Analysis was incomplete, the Board also held that includes a rail line between the Boston, seeks approximately 2.90 miles of the Operating Plan must be considered incomplete. Mass. region and Rotterdam Junction, Decision No. 3, FD 36472 et al., slip op. at 7 n.16. 4 Applicants submitted a public version and N.Y., via Selkirk, N.Y. (Id. at 34.) CSXT 8 Specifically, Systems would be merged with 747 highly confidential version of their Revised primarily interchanges traffic with Merger Sub 1, Inc., with Systems surviving. Application. The public version is available on the Springfield Terminal/PAS at Rotterdam Immediately thereafter, Systems would be merged Board’s website. The highly confidential version Junction, and with Springfield with 747 Merger Sub 2, with 747 Merger Sub 2 may be obtained subject to the provisions of the surviving and the separate corporate existence of protective order issued by the Board on March 3, Terminal/PAR at Barbers Station, Mass. Systems ceasing. 747 Merger Sub 2, as the surviving 2021. (Id. at 35.) corporation, would be renamed Pan Am Systems, 5 The PAR System consists of approximately 808 Merger Transaction. Under the Inc., and would be a wholly owned subsidiary of route miles of rail lines, including approximately CSXC. Concurrent with closing, CSXC would 724.53 owned and leased (including perpetual proposed Merger Transaction, CSX and contribute Pan Am Systems, Inc., and all of its freight easement) route miles and approximately 747 Merger Sub 2 would acquire control subsidiaries to CSXT. CSXT would thereafter 83.62 trackage-rights route miles in Massachusetts, of the PAR Railroads, and CSXT would control the rail carrier subsidiaries of Pan Am Maine, New Hampshire, and Vermont. (Revised merge the PAR Railroads, except V&M, Systems, Inc., and at a future time yet to be Appl. 32.) determined, would merge those subsidiaries, except 6 PAS’s network consists of approximately 425 V&M, into CSXT. (Revised Appl. 6–7.) route miles, including approximately 281.38 owned 7 The states are: Alabama, Connecticut, Delaware, 9 NSR has filed public and highly confidential route miles (including perpetual freight easement) Florida, Georgia, Illinois, Indiana, Kentucky, versions of the trackage rights agreements in each and approximately 143.62 trackage-rights route Louisiana, Massachusetts, Maryland, Michigan, of these sub-dockets. Persons seeking access to the miles in Connecticut, Massachusetts, New Mississippi, Missouri, New Jersey, New York, North highly confidential versions must do so pursuant to Hampshire, New York, and Vermont. (Revised Carolina, Ohio, Pennsylvania, South Carolina, the protective order adopted in this proceeding by Appl. 32.) Tennessee, Virginia, and West Virginia. a decision served on March 3, 2021.

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overhead trackage rights on P&W’s take effect until the Merger Transaction haulage agreement between PAS and mainline between a connection with the is approved and consummated. (NSR NSR. (Revised Appl., Ex. 13, Operating tracks of CSXT at Worcester at milepost Notice 2 nn.1, 4, FD 36472 (Sub-No. 1); Plan 13.) According to Applicants, 0.0, over Track 1 extending from the NSR Notice 2 nn.1, 4, FD 36472 (Sub- CSXT has ensured that there will be no east side of Green Street to the point of No. 2); NSR Notice 2 nn.1, 4, FD 36472 anticompetitive effects as a result of its merger of said Track 1 and the so-called (Sub-No. 3); NSR Notice 2 nn.1, 4, FD acquisition of 50% ownership of PAS by Main Track at milepost 1.05, south of 36472 (Sub-No. 4).) It also states that it entering into an agreement with NSR Garden Street, and over the Main Track does not anticipate any adverse labor and GWI to have Springfield Terminal thereafter from milepost 1.05 to P&W’s impacts as a result of these transactions; replaced by B&E as operator of PAS. Gardner Branch baseline station 153+50, however, it agrees to the imposition of (Revised Appl. 12.) which is the point of connection with the employee protective conditions B&E indicates that the PAS lines that the tracks of Boston & Maine at Barbers established in Norfolk & Western B&E would operate over connect with Station at milepost 2.90. Railway—Trackage Rights—Burlington several other railroads, including CSXT, • In Norfolk Southern Railway— Northern, Inc., 354 1.C.C. 605 (1978), as NSR, Delaware and Hudson Railway Trackage Rights Exemption—Boston & modified in Mendocino Coast Railway— Company, Inc./CP, Boston & Maine, Maine Corp., Docket No. FD 36472 (Sub- Lease & Operate—California Western Batten Kill Railroad, Connecticut No. 3), NSR seeks approximately 22.08 Railroad, 360 I.C.C. 653 (1980). (NSR Southern Railroad, Inc. (CSO), NECR, miles of overhead trackage rights on Notice 6, FD 36472 (Sub-No. 1); NSR P&W, and the Vermont Railway System. Boston & Maine’s line from milepost X Notice 6, FD 36472 (Sub-No. 2); NSR (B&E Amended Pet. 3–4, FD 36472 (Sub- 2.92 at Barber, Mass.10 and connection Notice 6, FD 36472 (Sub-No. 3); NSR No. 5).) NECR, CSO, and P&W—like to P&W, to milepost X 25.0 at Harvard, Notice 5–6, FD 36472 (Sub-No. 4).) B&E—are owned, directly or indirectly, Mass., and connection to PAS.11 B&E Operating Authority. In Pittsburg by GWI. (Id. at 4.) B&E states that, as • In Norfolk Southern Railway— & Shawmut Railroad—Operation PAS’s operator, it would maintain PAS’s Trackage Rights Exemption—Pan Am Exemption—Pan Am Southern LLC, access to all of the carriers that connect Southern LLC, Docket No. FD 36472 Docket No. FD 36472 (Sub-No. 5), B&E to the PAS lines and that all shippers (Sub-No. 4), NSR seeks approximately filed an amended petition for exemption that have access to PAS would continue 3.01 miles of overhead trackage rights under 49 U.S.C. 10502 and 49 CFR part to have access to PAS. (Id.) It further on PAS’s line from milepost X 25.0 at 1121 from the provisions of 49 U.S.C. states that it would be responsible for Harvard, and a connection to Boston & 11323(a)(2) and 11324 to allow B&E to setting rates for PAS in a non- Maine, to milepost X 28.01 at Ayer.12 enter into contracts to operate on behalf discriminatory fashion as to all rail The combination of these four of PAS, and to accept an assignment carriers that have the ability to trackage rights agreements would create from Springfield Terminal of interchange traffic with PAS or a new route that would allow NSR to Springfield Terminal’s current rights to otherwise connect to PAS. (Id. at 4–5.) move intermodal and automobile trains operate the PAS lines, totaling B&E states that its contract to operate from Voorheesville in eastern New York approximately 425 route miles of rail the PAS lines would not become State to Ayer. This route is sometimes line and incidental trackage rights. (B&E effective unless and until the Merger referred to herein as the Southern Route. Amended Pet. 3, FD 36472 (Sub-No. 5).) Transaction is approved by the Board Applicants state that these trackage B&E is a wholly owned subsidiary of and consummated by the Applicants, rights comprising the Southern Route GWI.13 B&E notes that its petition is the exemption sought by B&E becomes would give NSR the capability to filed as a transaction integrally related effective, and Springfield Terminal and provide double-stack intermodal service to, and dependent upon, approval of the B&E enter into implementing by avoiding a tunnel constraint that Merger Transaction. (B&E Amended Pet. agreements with the relevant labor exists on the Patriot Corridor, i.e., the 1–2, FD 36472 (Sub-No. 5).) unions representing Springfield Northern Route. (Revised Appl., Ex. 12, As noted above, Springfield Terminal, Terminal employees. (Id. at 6.) 14 Market Analysis 24.) Specifically, the an affiliate of PAR, currently operates According to B&E, it currently has no height limitations of the Hoosac Tunnel PAS as PAS’s agent. (Revised Appl. 6.) employees, but intends to offer on the Northern Route prevent NSR Springfield Terminal also operates NSR employment to Springfield Terminal from double-stacking containers. trains over the PAS-owned line between employees working on the PAS lines (Revised Appl. 24.) Pursuant to these Mechanicville and Ayer pursuant to a with a goal of filling 159 positions. (Id. trackage rights, NSR’s trains could at 15.) B&E further asserts that the instead take the Southern Route and 13 According to its petition, B&E is the same standard labor protection requirements NSR could double-stack its trains. entity as Pittsburg & Shawmut Railroad, LLC (P&S), of 49 U.S.C. 11326(a), as set forth by in NSR states that the trackage rights an existing Class III carrier, but the business name New York Dock Railway—Control— Berkshire & Eastern Railroad would be used only being acquired pursuant to these Brooklyn Eastern District (Terminal) verified notices of exemption would not for P&S’s operations of PAS lines. (B&E Amended Pet. 3 n.5, FD 36472 (Sub-No. 5).) On July 1, 2021, (New York Dock), 360 I.C.C. 60 (1979), B&E filed a supplement to its Amended Petition, in should apply to this transaction. 10 In the verified notice, NSR uses milepost X 2.92 response to a Board request for clarification (Revised Appl. 15–16.) at Barber to describe the overhead trackage rights regarding: (i) B&E’s relationship with P&S and it seeks. (NSR Notice 3, FD 36472 (Sub-No. 3).) The P&S’s parent company, Buffalo & Pittsburgh Discontinuance Authority Over NSR trackage rights agreement governing this transaction Railroad, Inc. (BPRR), and (ii) which of these Line. In SMS Rail Lines of New York, refers to this point as being in Barbers Station. (Id. entities would be providing rail service as PAS’s LLC—Discontinuance Exemption—in at Ex. 2.) operating carrier. Decision No. 3, FD 36472 et al., Albany County, N.Y., Docket No. AB 11 If the Merger Transaction is approved and slip op. at 14–15. B&E states that P&S is currently consummated, this Boston & Maine line would be a residual common carrier by virtue of its 1312X, NSR filed, on behalf of SMS and owned by CSXT. (Id. at 2 n.1.) ownership of active rail lines in Pennsylvania, but 12 As noted, PAS is jointly owned by NSR and that those lines are currently operated by P&S 14 CSXT, NSR, and GWI have agreed that, if the Boston & Maine. (NSR Notice at 2, FD 36472 (Sub- parent company, BPRR. (B&E Suppl. 2, FD 36472 Merger Transaction is consummated prior to the No. 4).) If the Merger Transaction is approved and (Sub-No. 5).) BPRR is itself a subsidiary of GWI. replacement of Springfield Terminal by B&E and consummated, the PAS lines—including the line According to B&E, BPRR would continue to operate the initiation of PAS operations by B&E, then that is the subject of this trackage rights P&S’s lines in Pennsylvania, but P&S—doing Springfield Terminal would continue to operate proceeding—would be jointly owned by NSR and business as B&E—would operate the PAS lines as PAS until Springfield Terminal is replaced as the CSXT. (Id. at n.1.) PAS’s agent. (Id. at 2–3.) PAS operator. (Revised Appl. 9.)

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with SMS’s consent, a verified notice of According to the notice, SMS would service, which runs between New exemption for SMS to discontinue consummate discontinuance authority Haven and Greenfield, Mass. (Id., Ex. common carrier service and terminate upon approval of the Merger 13–C, V.S. Daly at 5.) its lease operations over approximately Transaction. (SMS Notice 2 nn.1, 4, AB • Springfield to New Haven: Amtrak 15 miles of rail line owned by NSR and 1312X.) SMS does not anticipate that operates service between Springfield located between milepost 11.00 in any employees would be adversely and New Haven, also over the Voorheesville and a point 50 feet south affected by the proposed Knowledge Corridor. (Id.) 18 of the centerline of the bridge at discontinuance. However, it • Downeaster: Amtrak operates the milepost 26.14 (or engineering station acknowledges that the discontinuance Downeaster service between Boston 6136±) in Delanson, N.Y., including the would be subject to the labor protective North Station and Brunswick, Me. use of a wye track and any track leading conditions set forth in Oregon Short (Revised Appl., Ex. 13–C, V.S. Daly 5.) to the Northeast Industrial Park at Line Railroad—Abandonment—Portion MBTA owns and maintains the line mileposts 12.1 and 12.29, in Albany Goshen Branch Between Firth & between Boston and the Massachusetts/ County, N.Y. (Delanson-Voorheesville Ammon, in Bingham & Bonneville New Hampshire state line, while PAR Line).15 According to NSR, SMS’ Counties, Idaho, 360 I.C.C. 91 (1979). subsidiaries 19 own and maintain the request for discontinuance authority is (Id. at 5.) line between the Massachusetts/New related to the trackage rights NSR is Financial Arrangements. According to Hampshire state line and Brunswick. seeking in Docket No. FD 36472 (Sub- Applicants, no new securities would be The State of Maine owns approximately Nos. 1–4). (SMS Notice 3 n.5, AB issued in connection with the Merger one mile of the line leading into 1312X.) Specifically, NSR asserts that Transaction. Applicants state that the Brunswick Station in Brunswick. the discontinuance, along with the purchase price for Systems would be According to Applicants, MBTA trackage rights it would receive, are paid by CSXC through a combination of dispatches the segment from Boston to necessary to improve NSR’s ability to cash and CSXC stock as detailed in their signal CPF–LJ (Lowell Junction, Mass.), move intermodal traffic and automotive merger agreement. (Revised Appl. 22.) while the PAR System/Springfield vehicles into the greater Boston Passenger Service Impacts. There are Terminal dispatches from signal CPF–LJ marketplace. (Id.) In particular, NSR several passenger and commuter service to Brunswick. (Id., Ex. 13–C, V.S. Daly trains that utilize the proposed CSXT/ carriers that operate over rail lines that 6.) P&W/Boston & Maine/PAS trackage are subject to the Merger and Related • Adirondack and Ethan Allen: rights over the lines from Voorheesville Transactions. The Revised Application Amtrak operates the Adirondack service to Ayer—i.e., the Southern Route— includes a verified statement from Andy between New York City and Montreal, would enter the line from the Delanson- Daly, Senior Director of Passenger Quebec, and operates the Ethan Allen Voorheesville Line. (See Letter from Operations for CSXT. According to Mr. Express service between New York City CSX to Danielle Gosselin, Acting Daly, the following Amtrak passenger and Rutland, Vt., though both services Director, OEA, at 5 (Apr. 7, 2021) (Envtl. services are provided over rail lines are currently suspended because of Comment EI–30550) (herein referred to subject to the Merger and Related COVID–19. Applicants state that, when as CSX Envtl. Comment).) 16 Transactions: in operation, these Amtrak services The notice includes the required • Vermonter: Amtrak operates the operate on 4.6 miles of rail line owned certification from SMS that the line Vermonter service between Washington, by CP between Schenectady, N.Y., and satisfies the criteria for discontinuance DC and St. Albans, Vt. Part of the Glenville, N.Y., the same segment of under the exemption provisions at 49 service includes operations over the track over which PAS has trackage CFR 1152.50(b); specifically, that no Knowledge Corridor (between New rights to reach CP’s Mohawk Yard. (Id., local traffic has moved over the line Haven and White River Junction), over Ex. 13–C, V.S. Daly at 6.) during the last two years, that any which PAS has operating rights. The • Lake Shore Limited: Amtrak common carrier overhead traffic on the segment from New Haven to operates the Lake Shore Limited service line can be rerouted, and that no formal Springfield, Mass., is owned, between Boston and Chicago, Ill.20 Part complaint filed by a user of rail service maintained, and dispatched by Amtrak, of this service, from near to Albany, on the line (or a state or local while the segment between Springfield N.Y., to Worcester, runs over a CSXT- government entity acting on behalf of and East Northfield, Mass., is owned by owned line. (Revised Appl., Ex. 13–C, such user) regarding cessation of service MassDOT and dispatched and V.S. Daly at 6.) over the line either is pending with the maintained by PAS/Springfield According to Mr. Daly, the following Board or any U.S. District Court or has Terminal. (Revised Appl., Ex. 13–C, V.S. commuter services are provided over been decided in favor of the Daly 4.) rail lines subject to the Merger and complainant within the two-year period. • Valley Flyer: Amtrak operates a Related Transactions: (SMS Notice 7–8, AB 1312X.) 17 second service over the Knowledge • Springfield to New Haven: The Corridor known as the Valley Flyer Connecticut Department of 15 NSR, on behalf of SMS, filed the verified notice Transportation (CDOT), in conjunction of exemption on February 25, 2021. Pursuant to 49 ‘‘SMS will continue to utilize overhead operating with CTrail and Amtrak, operates a CFR 1152.50(d), the railroad seeking the exemption rights over the Line for the sole purpose of commuter service between Springfield must notify certain parties at least 10 days prior to interchanging with NSR.’’ See Decision No. 3, FD filing with the Board. NSR states that it provided 36472 et al., slip op. at 14 (quoting SMS Notice 3 notice to these parties on the same day that it filed n.4, AB 1312X). In the letter, NSR explains that 18 This service is also known as the Amtrak its notice with the Board and, therefore, it would SMS currently serves the Northeast Industrial Plant, Hartford Line. See Amtrak, Amtrak Hartford Line, not object to the Board treating the verified notice which connects to the Delanson-Voorheesville Line. https://www.amtrak.com/amtrak-hartford-line-train as filed on March 8, 2021. (SMS Notice 1 n.2, AB (SMS Letter 1–2, AB 1312X.) NSR explains that, (last visited July 25, 2021). 1312X.) Accordingly, the Board will consider even after SMS’s authority to operate over the 19 According to the map provided by Applicants, March 8, 2021, as the filing date of the verified Delanson-Voorheesville Line is discontinued, SMS the PAR subsidiaries are Boston & Maine and Maine notice. would continue to move traffic to and from the Central. (See Revised Appl., Ex. 1, Maps.) 16 The CSX Environmental Comment is attached Northeast Industrial Plant over this line, but solely 20 Some of the Lake Shore Limited trains run from as Exhibit 4–A to the Revised Application. for interchange purposes. (Id. at 2.) NSR asserts that Chicago to New York City, rather than Boston. See 17 On July 1, 2021, NSR filed a letter in response no Board authority is needed to operate over Amtrak, Lake Shore Limited, https:// to a Board request for clarification regarding a another carrier’s track for interchange purposes www.amtrak.com/lake-shore-limited-train (last statement in the notice of exemption stating that only. (Id.) visited July 25, 2021).

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and New Haven, over the Knowledge these proceedings. (Id., Ex. 13–C, V.S. between milepost 11.00 in Corridor. (Id., Ex. 13–C, V.S. Daly 5.) 21 Daly 4.) He further states that passenger Voorheesville, and a point 50 feet south • Waterbury, Conn., to Bridgeport, service would benefit from the more of the centerline of the bridge at Conn.: The Metropolitan Transportation consistent and reliable network that milepost 26.14 (or engineering station Authority, through its operating agency would result from the Merger and 6136±) in Delanson, including the use of Metro-North Railroad, operates Related Transactions. (Id.) In particular, wye track and any track leading to the commuter service between Waterbury, he notes that passenger service would Northeast Industrial Park at milepost Conn., and Bridgeport, Conn. (Revised benefit from, among other things, greater 12.1 and 12.29, in Albany County, N.Y.). Appl., Ex. 13–C, V.S. Daly 5.) The line deployment of technology and NSR states that SMS would not between Waterbury and Bridgeport is digitization of railroad operation and consummate discontinuance authority owned by CDOT and maintained and CSXT’s experience with installing and until the Merger Transaction is dispatched by Metro-North Railroad. operating Positive Train Control. (Id., completed. (SMS Notice 2 n.1.) 22 According to Applicants, PAS has Ex. 13–C, V.S. Daly 8–9.) According to Public Interest Considerations. freight easement rights over the segment Mr. Daly, CSXT plans to install Positive Applicants assert that the PAR System of rail line from Waterbury to Derby, Train Control on the PAR line between is an under-resourced regional railroad Conn. (Id.) According to Applicant’s the Massachusetts/New Hampshire state and the proposed integration of the PAR map, the remaining portion of the route, line in Brunswick, which hosts the System into the CSXT rail network from Derby to Bridgeport, is owned by Downeaster service. (Id., Ex. 13–C, V.S. would bring substantial benefits to P&W. (Revised Appl., Ex. 1, Maps.) Daly 15.) shippers and local communities. • Fitchburg Line: MBTA operates the CSXT and B&E further state that they (Revised Appl. 2.) They further state Fitchburg Line commuter service commit to fully stepping into the shoes that CSXT has worked to ensure that the between Wachusett, Mass., and Boston of Springfield Terminal regarding any Merger Transaction would serve the North Station. (Revised Appl., Ex. 13–C, agreements or commitments made by public interest and not cause any Springfield Terminal to MassDOT and V.S. Daly 6.) PAS owns the tracks competitive harm, specifically through MBTA, including with respect to between Wachusett and Fitchburg, the NSR Settlement Agreement and Springfield Terminal’s dispatching while MBTA owns the tracks from Term Sheet Agreement. (Id. at 2–3.) responsibilities and that dispatching Fitchburg to Boston North Station, but Applicants request that the Board operations of MBTA and MassDOT both PAS and PAR subsidiaries hold impose the commitments in these passenger trains would continue to be perpetual freight easements over the agreements as conditions to approval of located in North Billerica, Mass., for the MBTA-owned track. (Id.) Applicants the Merger Transaction. (Id. at 12.) foreseeable future. (Revised Appl., Ex. state that Springfield Terminal Applicants further state that the Merger 13, Operating Plan 47.) Mr. Daly also dispatches MBTA’s trains from Transaction would be a straight end-to- states that CSXT commits to continuing Wachusett to signal CPF–WL, near end combination of two railroad Willows, while MBTA dispatches the to route traffic from the existing CSXT network onto the existing PAR/ networks, the type of transaction that line between signal CPF–WL and Boston the Board has acknowledged is likely to North Station. (Id., Ex. 13–C, V.S. Daly Springfield Terminal network through Barbers Station and Ayer, rather than improve rail operations and unlikely to 7.) have any adverse competitive effect. (Id. • Haverhill Line: MBTA operates the using the Grand Junction Branch, which runs from Worcester to Framingham, at 3.) They also discuss the benefits that Haverhill Line commuter service the Merger and Related Transactions between Haverhill, Mass., and Boston Mass. (Revised Appl., Ex. 13–C, V.S. Daly 10.) He further states that if CSXT would bring and state that public North Station, on a line segment owned support for the transactions is and maintained by MBTA but over sees the need in the future to consistently operate over the Grand evidenced by the 81 support letters that which a PAR subsidiary holds a have been submitted to the Board. (Id. perpetual freight easement. (Id.) Junction Branch, it is committed to working cooperatively with MBTA to at 4.) For these reasons, Applicants Springfield Terminal dispatches trains assert that the Merger Transaction meets between Lowell Junction and MBTA’s implement capital improvements to accommodate any changes in CSXT the requirements for approval under 49 Haverhill station, while MBTA U.S.C. 11324(d). (Id. at 14, 18.) dispatches between Lowell Junction and freight service. (Id.) Following is a summary of the Boston North Station. (Id.) Mr. Daly also asserts that the • Lowell Line: MBTA operates the rerouting of NSR intermodal and significant aspects of the proposed Lowell Line commuter service between automobile trains from the Northern Lowell, Mass., and Boston North Route to the Southern Route would not 22 On June 24, 2021, Maine Central and Springfield Terminal filed for abandonment and Station, on a line segment owned and impact passenger service, including the Lake Shore Limited service. (Id., Ex. 13– discontinuance authority, respectively, in Maine maintained by MBTA but over which a Central Railroad Co.—in Kennebec & Somerset PAR subsidiary holds a perpetual freight C, V.S. Daly 12–14.) Counties, Me., Docket No. AB 83 (Sub-No.17X) and Discontinuances/Abandonments. easement. (Id.) Springfield Terminal Springfield Terminal Railway—Discontinuance of CSXT states that it does not anticipate Service Exemption—in Kennebec & Somerset dispatches the line between MBTA’s discontinuing service over or Counties, Me., Docket No. AB 355 (Sub-No. 44X), Lowell Station and signal CPF–BY in abandoning any rail lines because of the for an out-of-service rail line known as the Madison Lowell, while MBTA dispatches Branch, that runs from Oakland, Me. (milepost 0.4) Merger Transaction. (Prefiling Notice between signal CPF–BY and Boston to North Anson, Me. (milepost 25.7). Applicants do 39; see also Revised Appl., Ex. 13, not seek to include this potential abandonment as North Station. (Id.) Operating Plan 54.) However, as noted a Related Transaction. The Board finds that this Mr. Daly asserts that the Merger and above, in a Related Transaction, NSR abandonment is unrelated to the other transactions Related Transactions would have no at issue in these dockets and therefore need not be has filed on behalf of SMS a verified negative impact on passenger service embraced as a Related Transaction. See Norfolk S. notice of exemption to discontinue Ry.—Acquis. & Operation—Certain Rail Lines of the operated on the rail lines affected by service and terminate SMS’s lease Del. & Hudson Ry., FD 35873, slip op. at 15 (STB served May 15, 2015) (holding that authority for 21 This commuter service is separate from the operations over the Delanson- two discontinuance of trackage rights proceedings New Haven-Springfield passenger service that is Voorheesville Line (approximately 15 existed independently from the acquisition offered by Amtrak. miles of rail line owned by NSR located transaction and therefore need not be embraced).

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Merger and Related Transactions, as 22–C, V.S. Pelkey 17.) CSXT states that System to CSXT, but the trackage rights explained by Applicants. it also commits to keeping all existing had a volume cap that is consistently Improved Service. Applicants state active gateways affected by the Merger exceeded. (Revised Appl., Ex. 12, that the Merger Transaction would Transaction open on commercially Market Analysis 25.) CSXT states that it substantially improve rail service in reasonable terms, and waiving any right has reached an agreement with NSR to New England and expand market it might otherwise have under the modify that volume cap and replace it opportunities for shippers. (Revised Board’s rules to refuse requests by with a process that would allow current Appl. 16.) According to CSXT, a key shippers to establish local, separately traffic volume to move over the benefit to the Merger Transaction would challengeable rates for movements on overhead trackage rights and to enable be the ability to consolidate the PAR the PAR System to an interchange with the development of capacity to handle System and CSXT’s system into single- another rail carrier (i.e., agreeing to any increase in that traffic. (Id.) line service, creating more efficient and establish what is commonly referred to Second, CSXT states that the NSR reliable service for each carrier’s in the railroad industry as Rule 11 Settlement Agreement also sets forth customers. (Revised Appl., Ex. 13, rates). (Id.) certain principles to strengthen Ayer Operating Plan 43.) Specifically, CSXT Rerouted Traffic. As discussed above, operations and that CSXT has agreed to states that single-line service would the NSR Settlement Agreement fund the construction of certain reduce switching and interchange, establishes the trackage rights for NSR improvements in facilities in Ayer to eliminate the need to coordinate a hand- to move a pair of intermodal and ensure efficient operations. (Id., Ex. 22– off between separate rail carriers, result automotive trains over the CSXT/P&W/ C, V.S. Pelkey 13–14.) As part of the in a savings in transit times, and reduce Boston & Maine/PAS lines—i.e., the plan to strengthen Ayer operations, the the chance of unexpected problems in Southern Route—so that NSR trains parties have agreed that, once CSXT the physical interchange of traffic between eastern New York and Ayer can owns a one-half interest in PAS and between two independent carriers. (Id.) be double-stacked. (Revised Appl. 9–10, B&E is the contract operator of PAS, CSXT states that it would also make 24–25.) These trackage rights over the they intend to implement levels of significant and much-needed capital Southern Route would allow NSR to service metrics and goals and a ‘‘static investments in the PAR System. move double-stack intermodal trains yard plan’’ for traffic moving on the (Revised Appl., Ex. 13, Operating Plan into Ayer, which NSR cannot do today Island Line, which includes the Ayer 3; see also id. at 48–54 (listing CSXT’s on the Northern Route. (Id., Ex. 13, yard. (Id., Ex. 13, Operating Plan 39.) specific planned capital investments).) Operating Plan 41.) While this would Third, CSXT explains that the NSR CSXT claims that the basic routes and take some traffic off of the Northern Settlement Agreement provides new traffic flow would not change Route, CSXT has indicated that certain switching rights for CSXT to serve significantly as a result of the traffic from Ayer customers would customers in Ayer that were not transaction, but that improvements utilize the Northern Route rather than previously available to CSXT shippers. would also be achieved through the Southern Route for a transitional (Id., Ex. 22–E, V.S. Reishus 112.) implementation of CSXT’s operating period. (Id., Ex. 22–E, V.S. Reishus 105; Specifically, it states that the PAR philosophy, which places greater CSX Envtl. Comment 2–3.) The impact System currently lacks the right to emphasis on operating reliably and of this rerouted traffic on volumes for switch traffic that is to or from the south consistently. (Revised Appl., Ex. 22–C, the Northern and Southern Routes is of Ayer (i.e., off CSXT at Barber Station), V.S. Pelkey 6.) It states that shippers discussed in more detail below, under but CSXT would have new competitive would also be able to better manage the heading ‘‘Environmental Matters.’’ access for some shippers at Ayer to the their own logistics costs, particularly by Ayer Switching District. The Ayer integrated CSXT. (Id.) using CSXT’s web-based tool, ShipCSX, Switching District is the area where B&E Acquisition. As noted, that allows customers to monitor their CSXT, PAR Systems, and PAS converge, Applicants propose to replace shipments. (Id., Ex. 22–C, V.S. Pelkey as well as the eastern terminus of the Springfield Terminal with B&E as the 7.) It further states that by having more Northern and Southern Routes. CSXT contract operator of PAS. Applicants reliable rail service, CSXT would be states that the Ayer Switching District state that the two agreements—the NSR able to attract more business from contains an intermodal facility that can Settlement Agreement and the Term trucks, thereby reducing congestion on handle 75,000 truckload equivalent Sheet Agreement—would ensure that the region’s highways. (Id.) units (TEUs) annually, with the CSXT’s half ownership of PAS would Commitments Toward Preserving potential to expand to 175,000 TEUs of not have any adverse impact on CSX–PAR Competition. Applicants state capacity, and also includes a terminal competition for transportation within, that CSXT has made a number of for automobile shipments. (Revised into, and out of New England, and that commitments as part of the Merger and Appl., Ex. 13, Operating Plan 31.) PAS would in fact be strengthened as an Related Transactions that would Applicants assert that the Merger and independent carrier for the region. preserve competition. First, Applicants Related Transactions would result in (Revised Appl. 3.) Specifically, CSXT state that there are only three shippers, significant improvements to the Ayer states that under the GWI Term Sheet located just north of Boston, whose rail Switching District. First, under the NSR Agreement, B&E would be required to alternatives would go from two to one. Settlement Agreement, CSXT and NSR act exclusively in the interest of PAS as (Revised Appl., Ex. 22–C, V.S. Pelkey have agreed to modify the existing an independent rail carrier and provide 16–17.) 23 CSXT states that it commits to trackage rights cap on PAS’s Island non-discriminatory service to all providing switching service that would Line, a short segment of rail line carriers connecting with PAS. (Revised allow these 2-to-1 shippers to reach between Harvard and signal CPF 312, Appl., Ex. 22–C, V.S. Pelkey 14.) CSXT PAS, thus preserving their current just east of Ayer. (Revised Appl., Ex. asserts that it would not have any access to multiple rail carriers. (Id., Ex. 22–C, V.S. Pelkey 13.) CSXT explains control over the rates set by PAS, as that when PAS was created, PAS rate-setting would be exclusively the 23 In his verified statement, Dr. Reishus discusses granted Springfield Terminal overhead responsibility of B&E. (Id., Ex. 22–C, the methodology he used to identify 2-to-1 shippers trackage rights over the Island Line, V.S. Pelkey 12.) To that end, CSXT (i.e., those shippers that currently have access to both CSXT and PAR Systems.) (See Revised Appl., allowing Springfield Terminal to notes that there are some shippers in Ex. 22–E, V.S. Reishus 50–52.) connect the northern lines of the PAR Springfield and Holyoke, Mass., that

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currently have access to both CSXT and In addition, Applicants claim that interchanges with PAS today) and PAS. CSXT claims that because it would CSXT and NSR have made Rotterdam Junction (where PAS retain no pricing or operational control commitments regarding PAS that would connects with CSXT) on existing lanes with respect to PAS, these shippers ensure that no shipper or connecting at current levels, subject to future would continue to have two rail carrier on that rail segment would reasonable escalation, for as long as B&E independent rail options. (Revised lose the benefits of multi-carrier is operator of PAS; Appl., Ex. 22–E, V.S. Reishus 85.) CSXT competition. (Revised Appl. 13.) • For VTR traffic that moves to and states that it also has agreed to According to CSXT, there are only two from storage facilities at East Deerfield ‘‘transitional restrictions’’ on the rates it shippers currently served by both PAS (a location on PAS), PAS would provide could charge for future movements and NECR on the line, and CSXT and haulage between the storage facilities at originating or terminating on the NSR have committed that PAS would East Deerfield and Bellows Falls at rates existing PAR System lines to and from establish rates for these customers at that are the average of current PAS. (Id., Ex. 22–C, V.S. Pelkey 12.) current levels, subject to future commodity-specific interline rates for To further ensure that PAS remains reasonable escalation, for as long as B&E those movements, for as long as B&E is competitively neutral, CSXT states that is operator of PAS. (Revised Appl., Ex. operator of PAS; and • it has also agreed to sell its 50% interest 22–C, V.S. Pelkey 18.) The other For VTR traffic, B&E would provide in PAS under specified terms if NSR commitments involve service with a VTR with 5-day per week service in the wishes to acquire it within seven years, connecting short line carrier, the above lanes as long as volumes support and that NSR would have a right of first Vermont Railway, Inc. (VTR).25 VTR can this level of service. refusal if any other offers are made to currently interchange with both PAS (Revised Appl., Ex. 22–C, V.S. Pelkey acquire CSXT’s interest. (Id.) CSXT and NECR at Bellows Falls, Vt., and 18–19.) CSXT states that it has also claims that there would be other White River Junction. (Revised Appl., agreed with NSR that B&E would not be benefits from being a half-owner of PAS, Ex. 12, Market Analysis 19.) 26 VTR also permitted to share with any other GWI- including the fact that B&E’s focus connects with PAS on the Patriot controlled rail carriers any information regarding rate divisions from connecting would be exclusively on PAS and not Corridor at Hoosick Junction, N.Y.27 railroads that B&E becomes aware of as divided between PAS and any other rail CSXT states that, to ensure that B&E’s a result of operating PAS. (Id.) In other operations (as was the case with operation of PAS would not have an words, B&E would not be able to share Springfield Terminal) and that CSXT adverse impact on VTR’s choice of information with NECR, even though and NSR would be able to ensure that interchange partners, CSXT and NSR they are both GWI affiliates.29 PAS has adequate funding for have agreed to the following maintenance and capital work. (Revised Maine Department of Transportation commitments on behalf of PAS: Settlement Agreement. CSXT states that Appl., Ex. 22–F, V.S. Huneke 12–13.) • For movements to and from the east it has entered into a settlement Potential PAS–NECR Conflicts. CSXT with connections to PAR, PAS would agreement with the Maine Department acknowledges that there could be establish rates on existing lanes via of Transportation (Maine DOT), in concerns about the impact on Deerfield 28 and Ayer at current levels, which they have agreed to work competition resulting from B&E’s subject to future reasonable escalation, serving as the operator for PAS on the cooperatively to complete certain for as long as B&E is operator of PAS; federal infrastructure grants to upgrade line from White River Junction to East • For movements to and from the PAR System line segments in Maine, Northfield (often referred to as the west with connections to CSXT at and to work together on future projects Connecticut River Line, which Rotterdam Junction, PAS would to increase capacity, enhance safety, and comprises the northern end of the establish rates for movements between promote efficient railroad operations. Knowledge Corridor). The line is owned Hoosick Junction (where VTR by NECR, a GWI subsidiary, but PAS (Revised Appl., Ex. 22–C, V.S. Pelkey 15.) 30 CSXT requests that the Board has trackage rights over the line. As a customers on this line would continue to have the result of the Merger and Related same two-carrier competitive service (CSXT and impose the commitments in this Transactions, the two carriers operating CSO) that they have today. (Revised Appl., Ex. 12, settlement agreement as conditions to Market Analysis 21–22.) over the line—NECR and B&E (on behalf approval of the Merger Transaction. (Id.) 25 VTR is a subsidiary of Vermont Rail System Schedule for Consummation. of PAS)—would both be GWI (VRS). VRS is a business name used by six short Applicants state that they seek to subsidiaries. Applicants argue, however, line railroads controlled by Trans Rail Holding consummate the Merger Transaction that this common ownership would not Company, including VTR, that operate in the northeast. There are, in fact, three VRS carriers that once the Board’s decision granting have an adverse impact on competition connect with PAS: VTR, Washington County because, as the contract operator of PAS, Railroad Company, and Green Mountain Railroad 29 The Board noted in Decision No. 3 that B&E would be obligated and Corporation. (See VRS Reply to Prefiling Notice 3, Applicants had not provided the specific terms of incentivized to operate PAS in the Mar. 16, 2021.) In some parts of the Revised its service or information-sharing commitment and interest of PAS and not in the interest Application, CSXT states that it refers to the that ‘‘the Board cannot assess whether these affiliated VRS railroads collectively as VTR. commitments would sufficiently preserve of any affiliated rail carrier. (Revised (Revised Appl., Ex. 12, Market Analysis 5 n.2; Rev. competition as the Applicants claim.’’ Decision No. 24 Appl. 12–13.) Appl., Ex. 22–E, V.S. Reishus 94.) The Board 3, FD 36472 et al., slip op. at 12. Applicants do not presumes that other references to VTR throughout provide any more details on how these 24 CSXT identifies the line from Springfield to the Revised Application similarly refer to all three commitments would work in practice, other than New Haven (which comprises the southern portion of the connecting VRS rail carriers. noting that the service commitment would be for 5- of the Knowledge Corridor) as another line where 26 CSXT states that NECR currently provides VTR day a week service. Although the specific terms of such a concern could be perceived. That line is with haulage to connect its lines between Bellows these commitments are important, the Board also owned by Amtrak, but three freight railroad carriers Falls and White River Junction, and those haulage understands that the specifics may not have yet have rights to operate over it: CSO (a GWI affiliate); rights will be unaffected by B&E’s operation of PAS. been agreed to by the parties. The Board notes that CSXT; and PAS. (Revised Appl., Ex. 22–E, V.S. (Revised Appl., Ex. 22–C, V.S. Pelkey 18.) it may consider the need to review the specific Reishus 88.) CSXT operates on the line via a 27 CSXT states that NSR can also interchange provisions as the record further develops. haulage arrangement with CSO. (Id.) Although CSO traffic with VTR at Hoosick Junction pursuant to 30 Senator Susan Collins of Maine also submitted and PAS would both be operated as GWI affiliates NSR’s haulage rights over the Patriot Corridor. a letter on May 21, 2021, noting her support for the after the Merger Transaction, CSXT states that PAS (Revised Appl., Ex. 22–E, V.S. Reishus 99.) Merger Transaction, subject to the execution of a does not have rights to serve customers along the 28 CSXT lists the location as Deerfield, which the settlement agreement between Maine DOT and line that are served by CSO and, therefore, Board presumes is East Deerfield. CSXT.

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approval becomes effective. (Revised that would result from the Merger 7.6 miles of track adjacent to the Appl. 22.) The Applicants anticipate Transaction do not trigger the Wachusett Reservoir to FRA Class 3 consummating the Merger Transaction thresholds for environmental review in track standards. (Revised Appl., Ex. 4, and the Related Transactions at the the Board’s regulations. (Id. at 46.) Envtl. Matters 6.) It further notes that, same time, subject to Board approval of The existing PAR system between unlike the PAR Railroads, CSXT has the each transaction. (Id. at 9.) Worcester and Ayer runs for short financial ability to reasonably address Environmental Impacts. Applicants segments along or over the Wachusett these stakeholder concerns, and that contend that the transaction would not Reservoir. Concerns about the need to CSXT is confident that issues regarding result in any operational changes (such improve the rail infrastructure the Wachusett Reservoir can be as increases in rail traffic, train immediately adjacent to or over the resolved. (Id.) operations, or yard activity) that would Wachusett Reservoir to protect the CSXT also claims that there will be no exceed the Board’s thresholds for Wachusett Watershed and Reservoir adverse impacts on passenger rail and environmental review in 49 CFR were raised by several commenters in no construction of new rail lines.33 1105.7(e)(4) and (5). (Revised Appl., Ex. response to the Prefiling Notice, CSXT expects positive effects on energy 4, Envtl. Matters 1.) Applicants including the Massachusetts Water efficiency due to better infrastructure therefore assert that the Merger Resources Authority (MWRA), a public and operational efficiency. (Revised Transaction does not require the authority that provides wholesale water Appl., Ex. 4, Envtl. Matters 8.) preparation of environmental and sewer services to over three million Historic Impacts. Applicants contend documentation under 49 CFR people in the Boston area. (MWRA that a historic review is not required for 1105.6(b)(4). (Id.) On April 7, 2021, CSX Letter 1, Mar. 17, 2021.) MassDOT and this transaction because there would be submitted a letter to OEA with segment- MBTA (collectively MassDOT/MBTA) no significant change in operations and specific traffic information through 2022 state that an increase in traffic from no property 50 years old or older would for the rail lines that are covered by the NSR’s rerouted intermodal trains under be affected. (Prefiling Notice 9.) Merger and Related Transactions in the Merger Transaction ‘‘would increase Labor Impacts. CSXT states that it support of its assertion that none of the proportionately the risk of a derailment does not expect to establish or abolish thresholds for environmental review or other accident that could release craft positions on CSXT as a result of would be exceeded. (CSX Envtl. toxic or other harmful substances into the Merger Transaction. (Revised Appl., Comment.) CSX provided additional the reservoir.’’ (MassDOT/MBTA Letter App. 1.) Applicants state that they also projected traffic information through 3, Mar. 16, 2021; see also MWRA Letter do not expect the acquisition of the PAR 2024 in its Revised Application. (See 2, Mar. 17, 2021.) 31 Several Members of System to impact Springfield Terminal Revised Appl., Ex. 22–D V.S. Wallace; the Massachusetts Congressional employees involved in the operation of see also Revised Appl., Ex. 14, Density delegation also raise concerns about the the PAR System lines. (Revised Appl. 26 Charts.) Applicants plan to prepare a need to protect the Wachusett & Ex. 22–C, V.S. Pelkey 21.) Regardless, SIP under the Board’s rules at 49 CFR Reservoir.32 Applicants state that the standard labor 1106 and 49 CFR 1180.1(f)(3) setting out In response, CSX states that the only protective conditions imposed in New how they would ensure that safe additional traffic over the line that York Dock should apply to those operations are maintained throughout traverses the reservoir would be the pair employees. (Id.) 34 the acquisition-implementation process, of NSR intermodal and automotive According to B&E (which currently if the Merger Transaction is approved. trains. (CSX Envtl. Comment 4.) CSX has no employees), although it intends In Decision No. 3, the Board noted further notes that such trains are less to offer employment to Springfield that CSXT, NSR, and GWI have agreed prone to rail accidents than carload Terminal employees working on the to modify the ‘‘Ayer Operations trains and that the number of carload PAS lines with a goal of filling 159 Protocols, Engineering Planning, and trains on the line that traverses the positions, it plans to utilize fewer Capacity Roadmap’’ by, among other reservoir would actually be reduced as employees than Springfield Terminal to things, raising the volume cap for a result of the Merger Transaction. (Id.) operate PAS. (B&E Amended Pet. 15, FD certain trackage rights traffic. Decision CSX states that it is actively engaged in 36472 (Sub-No. 5).) 35 B&E states that No. 3, FD 36472 et al., slip op. at 16 discussions with representatives from adversely affected employees would be n.28. Accordingly, the Board directed local communities to explore ways to Applicants to provide further strengthen the rail infrastructure in the 33 NSR includes a copy of the trackage rights explanation and data concerning this area and has identified concrete steps to agreement to acquire trackage rights over the CSXT possible change in yard traffic, take to effect such upgrades (at CSXT’s line from Voorheesville to Worcester with its notice including the total amount of yard expense). As an initial step, CSXT states of exemption. The agreement references activity in the Ayer Switching District. ‘‘construction’’ of a connecting track. CSX claims that it plans to upgrade approximately that no construction authority is required in this Id. In the Revised Application, CSXT instance because the ‘‘construction’’ referred to states that it ‘‘does not expect the terms 31 MWRA asks that, because of its concerns entails the rehabilitation of existing track. (CSX of the NSR Settlement Agreement, regarding the Wachusett Reservoir, the Board Envtl. Comment 5.) On July 20, 2021, the Village including raising the volume cap for consider the Merger Transaction as a ‘‘significant’’ of Voorheesville (Village) filed a letter raising certain trackage rights traffic, to result in transaction instead of a ‘‘minor’’ transaction, which concerns about the plans for this connection. has shorter timeframes. Letters echoing this request (Village Letter 1–2, July 20, 2021.) The Board will any change in the shipment weight of were also filed by the MWRA Advisory Board and address the Village’s letter in a subsequent decision. Ayer Yard traffic.’’ (Revised Appl., Ex. the Water Supply Citizens Advisory Committee to 34 Applicants state that application of the New 13, Operating Plan 45.) It claims that the MWRA. As noted, the Board determined the York Dock conditions would also satisfy rail labor’s while the routing of some traffic into Merger Transaction to be ‘‘significant’’ in Decision request, made during Pan Am Southern’s formation No. 2. in Norfolk Southern Railway—Joint Control & and out of Ayer may change—due to the 32 (See Letter from U.S. Senators Elizabeth Warren Operation/Pooling Agreement—Pan Am Southern rerouting of NSR’s intermodal and and Edward Markey and U.S. Representatives LLC, Docket No. FD 35147, that the Board impose automobile trains—this would not result Richard E. Neal, James P. McGovern, Stephen F. New York Dock conditions on any future change in in any change in the shipment weight of Lynch, William R. Keating, Katherine M. Clark, PAS operator. (Revised Appl. 27.) Seth Moulton, Lori Trahan, Ayanna Pressley, and 35 According to the Revised Application, this traffic in the Ayer Switching District. Jake Auchincloss to STB (Mar. 22, 2021); see also would be a reduction from the current 214 (Id.) Accordingly, CSXT maintains that Letter from U.S. Representative Richard E. Neal to Springfield Terminal employees that serve the PAS the anticipated changes in yard traffic STB (July 12, 2021).) lines. (Revised Appl., App. 1.)

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eligible for New York Dock labor operator (B&E Transaction), should be have generally been ones that are protective conditions. (Id. at 15–16.) In included as part of the Revised separate from the merger/control addition, it states that it intends to Application.37 MassDOT/MBTA argue transaction but contingent upon recognize unions currently representing that the Merger Transaction and B&E approval and consummation of the Springfield Terminal’s employees that Transaction are interdependent and that merger/control transaction. Here, the would be hired by B&E, and to enter the Applicants ‘‘have attempted to B&E Transaction is such a transaction into agreements providing substantially compartmentalize those transactions in and thus properly included as a Related similar terms and conditions to those order to shield the B&E–PAS Transaction. contained in existing agreements. (Id. at Transaction from Board scrutiny and, in MassDOT/MBTA’s argument that the 15.) turn, Board-imposed protective parties are trying to shield the B&E As noted above, NSR states that it conditions.’’ (MassDOT/MBTA Reply to transaction from potential conditions is agrees that the labor protective Prefiling Notice 5; see also MassDOT/ also unfounded. The Board can still conditions established in Norfolk & MBTA Reply to Surreply 3–4; Republic impose conditions relating to B&E Western Railway—Trackage Rights— Services, Inc., ECDC Environmental, operations of PAS lines as part of the Burlington Northern, Inc., 354 1.C.C. L.C., and Devens Recycling Center, LLC Merger Transaction approval, even if the 605 (1978), as modified in Mendocino Reply to Prefiling Notice 6.) VRS argues B&E Transaction is in a separate docket. Coast Railway—Lease & Operate— that the Revised Application is Indeed, that is why such transactions California Western Railroad, 360 I.C.C. incomplete because of the ‘‘highly are considered as related transactions— 653 (1980), should be imposed in its questionable’’ attempt to segregate the so that the Board can consider the trackage rights proceedings, and SMS B&E Transaction from the ‘‘more transactions together (even if approval acknowledges that the discontinuance searching’’ application process. (VRS for some transactions are being sought would be subject to the labor protective Reply to Prefiling Notice 5.) Applicants under different approval standards). conditions set forth in Oregon Short respond that they have properly VRS’s concern that the B&E transaction Line Railroad, 360 I.C.C. 91 (1979). complied with the Board’s rules and would not be subject to the ‘‘more Primary Application and Related that the B&E transaction was searching’’ application process is also Filings Accepted. The Board finds appropriately filed as a ‘‘directly unconvincing. Parties seeking operating Applicants have provided sufficient related’’ request. (Applicants Surreply authority are free to seek approval using information to satisfy the requirements 5.) B&E responds that its separate filing the exemption process of 49 U.S.C. for a ‘‘significant’’ transaction does not mean that the terms of its 10502. VRS and others will have an application. In particular, Applicants proposed agreement to operate the PAS opportunity to present their arguments have addressed or clarified all of the lines would not be subject to review as for why the exemption standard has not issues that the Board found insufficient part of the Revised Application. (B&E been met. in the Applicants’ original Market Procedural Schedule. On April 1, Surreply 4–5.) Analysis, and by association, original 2021, Applicants filed a petition to The Board finds that B&E’s utilization Operating Plan. The revised Market establish a procedural schedule as of a separate petition for exemption is Analysis describes in sufficient detail directed by the Board in Decision No. 1. permissible. There are no specific ‘‘the impacts of the proposed In Decision No. 2 (published in the regulations governing which parts of a transaction—both adverse and Federal Register on April 26, 2021 (86 multifaceted merger transaction should beneficial—on inter-and intramodal FR 22,091)), the Board issued a notice be included as part of the primary competition,’’ ‘‘identif[ies] and of the proposed procedural schedule application or a related transaction, or if address[es] relevant markets and and requested public comments. The they may be submitted as an unrelated issues,’’ and ‘‘reflects the consolidated 38 Board proposed modifications to the company’s marketing plan and existing transaction. However, in past merger/ Applicants’ proposed schedule. CSX and potential competitive alternatives control proceedings, related transactions proposed a 127-day schedule, but the (inter- as well as intramodal).’’ 49 CFR Board stated that because of the 37 The parties raised their arguments in response 1180.7(a). Applicants also provide to the Applicants’ Prefiling Notice. There is no procedural features involved in supporting data, as required by the indication that the parties intended to withdraw considering a ‘‘significant’’ transaction, regulations. 49 CFR 1180.7(c). All of the these arguments. Accordingly, the Board will treat such a schedule would be too other requirements for a ‘‘significant’’ these arguments as having been made in response compressed. The Board instead transaction application have also been to the Revised Application. proposed a 180-day schedule, the 38 Applicants argue that a separate application 36 addressed. Accordingly, the Board and petition for exemption comply with the Board’s maximum period of time permitted accepts the Revised Application for regulation at 49 CFR 1180.4(c)(2)(vi), which states under 49 U.S.C. 11325(c), similar in consideration. See 49 U.S.C. 11321–26; that ‘‘Applicants shall file concurrently all directly duration to the schedule adopted for a 49 CFR 1180. The Board also accepts the related applications, e.g., those seeking authority to ‘‘significant’’ transaction in Canadian construct or abandon rail lines, obtain terminal filings for the Related Transactions. The operations, acquire trackage rights, etc.’’ Pacific Railway—Control—Dakota, Board reserves the right to require the (Applicants Surreply 5.) MassDOT/MBTA argue, Minnesota & Eastern Railroad, FD filing of additional supplemental however, that use of the term ‘‘Applicant’’ when 35081 (STB served Dec. 27, 2007). No information, if necessary for a full referring to related applications means that B&E comments were received in opposition must be considered an applicant to the main docket record. (i.e., the Merger Transaction). (MassDOT/MBTA to the Board’s proposed procedural B&E Transaction. Several parties Reply to Surreply 3–4.) The Board disagrees. There schedule. argue that the proceeding in Docket No. is no statutory or regulatory requirement that However, in the Revised Application, FD 36472 (Sub-No. 5), in which B&E applicants in a related transaction be affiliated with Applicants propose a modified the primary applicants in the merger or control seeks authority to serve as PAS’s transaction. Indeed, such an interpretation would procedural schedule. (Revised Appl. limit the ability of parties to the merger/control 18–19.) Under this modified procedural 36 In Decision No. 3, the Board also directed transaction to negotiate separate settlement schedule, the period for developing the Applicants to address a few minor discrepancies in agreements with affected third parties. A third party evidentiary record would be its ‘‘significant’’ transaction application. Decision might be unwilling to agree, for example, to a No. 3, FD 36472 et al., slip op. at 13–14. Applicants merger applicant’s offer of trackage rights to offset approximately 132 days, 48 days less have sufficiently amended or clarified those a competitive harm if it were required to be a party than the Board’s proposed 180-day discrepancies. to the merger application. schedule. Under Applicants’ proposed

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schedule, the time for parties to file: (i) If a request is made in the notice of further environmental review under Responses to comments, protests, intent to participate to have more than NEPA is warranted. requests for conditions, and other one name added to the service list as a In its environmental rules, the Board opposition due; (ii) responses to Party of Record representing a particular has promulgated several categorical responsive, including inconsistent, entity, the extra name(s) will be added exclusions. As pertinent here, a rail applications; and (iii) rebuttals in to the service list as a ‘‘Non-Party.’’ Any merger is a classification of action that support of the Revised Application and person designated as a Non-Party will normally requires no environmental Related Transactions, would all be receive copies of Board decisions, review if certain thresholds would not shortened by approximately 25 days. orders, and notices but not copies of be exceeded.39 See 49 CFR 1105.6(b)(4), Applicants’ proposed schedule would official filings. 1105.6(c)(1)(i). also shorten the due date for rebuttals in Service of Parties of Record. Each The Merger and Related Transactions. support of responsive applications by Party of Record will be required to serve OEA has reviewed the data provided by about 10 days and the period for filing upon all other Parties of Record, within Applicants, including the information final briefs by about 14 days. (Id. at 19) 10 days of the service date of this on traffic projections through 2024, and Applicants state that a shorter schedule decision, copies of all filings previously based on the current record has is appropriate because they have submitted by that party (to the extent preliminarily determined that none of invested significant time and resources such filings have not previously been the Board’s thresholds would be in negotiating and finalizing settlement served upon such other parties). Each exceeded as a result of the Merger or agreements to resolve potential issues Party of Record will also be required to Related Transactions because there related to the Merger and Related file with the Board, within 10 days of would be no increase of eight trains per Transactions, and that interested parties the service date of this decision, a day or 100% increase in rail traffic or have been on notice of this proceeding certificate of service indicating that the gross-ton miles. See 49 CFR for several months. (Id. at 20.) service required by the preceding 1105.7(e)(5)(i). According to CSX, there would only be two notable traffic The Board will not modify the sentence has been accomplished. Every changes. The first would be the procedural schedule in a manner that filing made by a Party of Record after diversion of the daily NSR intermodal/ would shorten non-Applicant parties’ the service date of this decision must automobile trains between time periods to file. Accordingly, the have its own certificate of service Voorheesville and Ayer from the PAS Board rejects Applicants’ proposal to indicating that all Parties of Record on the service list have been served with a line (i.e., the Northern Route) to the shorten the time periods for parties to copy of the filing. Members of the CSXT/P&W/Boston & Maine/PAS lines file rebuttals in support of responsive United States Congress and Governors (i.e., the Southern Route) via the applications or final briefs. However, are not Parties of Record and need not trackage rights being obtained by NSR because the Applicants themselves are be served with copies of filings, unless (i.e., the Southern Route). (CSX Envtl. most likely to be affected by the any Member or Governor has requested Comment 2.) The second would be the shortening of the time period to file to be, and is designated as, a Party of diversion of some traffic that is local to response to comments, responsive Record. Ayer from the Southern Route to the applications, and rebuttals in support of Environmental Matters. Under both Northern Route. (Id.) CSX provides data the Revised Application, the Board will the regulations of the Council on on the expected changes in traffic accept that modification to the Environmental Quality (CEQ) volume for the Northern and Southern procedural schedule. This modification implementing the National would result in a procedural schedule Environmental Policy Act of 1969, 42 39 The thresholds that are typically applicable to in which a decision approving the U.S.C. 4321–4370m–12 (NEPA), and the a transaction such as this are the air quality Merger and Related Transactions would Board’s own environmental rules, thresholds at 49 CFR 1105.7(e)(5). These thresholds become effective on May 3, 2022. That differ depending on whether a rail line segment is actions with environmental effects that in an area designated as in ‘‘attainment’’ or should give Applicants sufficient time are ordinarily insignificant may be ‘‘nonattainment’’ with the National Ambient Air to complete the transaction in excluded from NEPA review without a Quality Standards established under the Clean Air accordance with their own schedule if case-by-case environmental review. Act. For rail lines located in attainment areas, approval is granted. The procedural environmental documentation normally will be Such activities are covered by prepared if the proposed action would result in (1) schedule is shown in the Appendix. The ‘‘categorical exclusions,’’ which CEQ an increase of at least eight trains per day on any Board notes that the procedural defines at 40 CFR 1501.4 as ‘‘categories segment of rail line affected by the proposal, (2) an schedule is subject to change based on increase in rail traffic of at least 100% (measured of actions that normally do not have a in annual gross ton miles), (3) an increase in carload case developments. significant effect on the human activity at rail yards of at least 100%, or (4) an Notices of Intent to Participate. Any environment, and therefore do not average increase in truck traffic of more than 10% person who wishes to participate in this require preparation of an environmental of the average daily traffic or 50 vehicles a day on proceeding as a Party of Record must any affected road segment. See 49 CFR assessment or environmental impact 1105.7(e)(5)(i). For rail lines in nonattainment areas, file with the Board, no later than August statement.’’ environmental documentation typically is required 20, 2021, a notice of intent to If an agency determines that a when the proposed action would result in (1) an participate, accompanied by a certificate categorical exclusion applies to a increase of at least three trains per day on any of service indicating that the notice has segment of rail line, (2) an increase in rail traffic proposed action, the agency ‘‘shall of at least 50% (measured in annual gross ton been properly served on the Secretary of evaluate the action for extraordinary miles), (3) an increase in carload activity at rail Transportation, the Attorney General of circumstances in which a normally yards of at least 20%, or (4) an average increase in the United States, Mr. LaRocca excluded action may have a significant truck traffic of more than 10% of the average daily (representing CSX and 747 Merger Sub effect,’’ thus requiring preparation of traffic or 50 vehicles a day on any given road segment. See 49 CFR 1105.7(e)(5)(ii). OEA has 2), and Mr. Culliford (representing either an Environmental Assessment confirmed that none of the lines in which there Systems, PAR, and PAR Railroads). (EA) or an Environmental Impact would be an increase in traffic pass through any Parties who have already submitted a Statement (EIS). Id.; see also 49 CFR nonattainment areas. The energy thresholds at 49 notice of intent to participate are not 1105.6(d). But absent extraordinary CFR 1105.7(e)(4) and the truck traffic thresholds at 49 CFR 1105.7(e)(5) are not relevant here because required to resubmit an additional circumstances, once a project is found no diversion of rail carloads to motor carriage is notice. to fit within a categorical exclusion, no expected as part of this transaction.

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Routes by line segment from 2019 to mergers where there would be no find that it is appropriate to consider the 2022 as measured by gross ton-miles. significant change in operations and potential for traffic growth beyond the (CSX Envtl. Comment 3 & Attachment properties 50 years old and older would three years of traffic projections 3.) Traffic growth projections through not be affected. See 49 CFR 1105.8. (estimated forecasts for 2022 through 2024 are included in its Revised Applicants contend that no historic 2024) submitted with the Revised Application. (See Revised Appl., Ex. review is required, and it appears there Application. Even though CSXT asserts 22–D V.S. Wallace; see also Revised would be no impacts to historic there would not be significant traffic Appl., Ex. 14, Density Charts.) 40 resources as a result of the proposed growth during the first three years after According to the information provided Merger Transaction or Related the proposed Merger Transaction, CSXT in CSX’s Environmental Comment, the Transactions. also states that ‘‘[f]ollowing the only line segment on the Northern Preliminary Conclusions. Based on integration of PAR and the Route that would see an increase in the information provided to date and implementation of the operating and traffic would be between Mechanicville after consultations with OEA, the Board infrastructure improvements, CSXT and Rotterdam Junction, where traffic preliminarily determines that an expects to see additional traffic growth would increase 24%. (CSX Envtl. environmental and historic review for opportunities over a multi-year horizon Comment 2.) CSX notes that this the proposed merger is not warranted in certain areas.’’ (Revised Appl., Ex. additional traffic would be added to because, based on the current record, it 22–D, V.S. Wallace 7.) So that the Board existing trains and so would not result does not appear that the thresholds can fully evaluate whether the impact of in any additional trains. (Id. at 2.) For triggering an environmental review the Merger and Related Transactions the Southern Route, CSX asserts that the would be met, and there is nothing in would have any potential for line segment between Worcester and the available environmental information environmental impacts warranting Ayer would see a 67% increase in to indicate the potential for significant environmental review when the PAR traffic, but that for all other segments, environmental or historic impacts System integration has occurred, the traffic would increase by 15% or less. resulting from the proposed merger Board directs CSXT to update its (Id., Attach. 3.) transaction. projections by providing traffic forecasts Applicants also contend that there While environmental concerns through 2027—five years after the date would not be an increase in yard relating to the Wachusett Reservoir have of the anticipated year of the issuance activity at the Ayer Switching District been raised by several commenters, of a final decision from the Board.41 For that exceeds the threshold for carload most of the impacts they raise are the updated projections, and to the activity at rail yards (an increase of at already present given that there is extent that it has not already done so in least 100%). Although the Board would existing PAR carload train traffic on the previously submitted projections (e.g., have preferred that Applicants provide line in that area. Thus, those impacts for segments on the Southern Route), more precise information, including the would not be caused by the Merger and CSXT should ensure that the traffic exact figures on the volume cap Related Transactions. Although there forecasts are on a segment-specific basis threshold at the Ayer rail yard today would be some additional traffic on the (using the same segments shown in CSX and by how many cars it is being line that traverses the reservoir under Envtl. Comment). As with the forecasts exceeded, the record indicates that the the Merger and Related Transactions, it that have already been provided, CSXT volume cap on trackage rights is merely amounts to only one pair of trains per may submit this information under seal. being raised to more appropriately day (one loaded and one empty). CSX CSXT is directed to provide this states that those intermodal and match the amount of traffic that is information no later than August 19, automotive trains would be less prone currently moving through Ayer. In other 2021 (CSXT should request an extension to accidents and derailments than words, even though the volume cap as soon as possible if additional time is carload trains and that the number of would be raised as a result of the Merger needed to compile the updated carload trains actually would be and Related Transactions, the actual information). Barring any such reduced under the Merger Transaction. amount of traffic that would move extension to CSXT, environmental (CSX Envtl. Comment 4.) In addition, through Ayer would not significantly comments must be submitted to the CSX has committed to actively working change. Applicants provide data that Board by September 17, 2021. After with all interested parties to explore considering the additional information appears to support this conclusion. (See ways to strengthen the existing rail from CSXT and any public comments Revised Appl., Ex. 22–F, V.S. Huneke infrastructure in the area around the received during the environmental 9.) In addition, Applicants forecast that reservoir, including by agreeing to comment period, OEA will make a final traffic growth on the CSXT network, upgrade 7.6 miles of line adjacent to the recommendation to the Board regarding PAR System, and PAS network would reservoir to FRA Class 3 standards. (See whether any environmental or historic be only about 1.5% from 2019 to 2024. id.; Revised Appl., Ex. 4, Envtl. Matters review is required. (See Revised Appl., Ex. 13, Operating 6.) Plan 5.) Even accounting for this growth For these reasons, the Board 41 Requiring this additional traffic information is and other changes resulting from the preliminarily concludes, based on the consistent with the information requests that OEA Merger and Related Transactions, it current record, that the Merger issued in Canadian Pacific Railway—Control— appears that there would still only be a Transaction qualifies for a categorical Kansas City Southern Railway, Docket No. FD modest increase in traffic that falls 36500, and Canadian National Railway—Control— exclusion from environmental review Kansas City Southern Railway, Docket No. FD below the threshold for carload activity under 49 CFR 1105.6(c)(1)(i) and that no 36514, shortly after Decision No. 3 was issued in of at least 100%. historic reporting under 49 CFR 1105.8 this proceeding. See also Canadian National Ry.— Historic Review. The Board’s Control—EJ&E W. Co., FD 35087 et al., slip op. at is required. Similarly, based on the 7 (STB served Dec. 24, 2008) (finding that use of regulations also provide that historic current record, the other Related review normally is not required for a five-year forecast instead of a three-year forecast Transactions do not appear to require was reasonable). The air quality thresholds at 49 environmental or historic reviews. CFR 1105.7(e)(5) apply regardless of whether the 40 The Density Charts in the Revised Application proposed action is a ‘‘major’’ transaction, like those includes segment-specific information, but not for Request that Applicants Provide contemplated in dockets FD 36500 and FD 36514 the specific segments between Voorheesville and Certain Additional Environmental referenced above, or a ‘‘significant’’ transaction, like Worcester along the Southern Route. Information. The Board does, however, the Merger Transaction at issue here.

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Safety Integration Plan. Even if an request, unless subject to a protective Applicants’ response to comments environmental and historic review is order. 49 CFR 1180.4(a)(3). The Revised regarding the SIP due. not required, Applicants are required to Application and other filings in this Nov. 17, 2021—Rebuttal in support of prepare a SIP. 49 CFR 1106.2 and 1106.3 proceeding will be furnished to responsive, including inconsistent, (requiring applicants to prepare a SIP in interested persons upon request and applications due. TBD—Public hearing (if necessary).42 consultation with FRA when a Class I will also be available on the Board’s 43 railroad proposes to consolidate with, website at www.stb.gov. In addition, the Jan. 3, 2022—Final briefs due. (Close of the record.) merge with, or acquire control of under Revised Application may be obtained April 1, 2022—Service date of final 49 U.S.C. 11323(a) a Class II railroad from Messrs. LaRocca and Culliford at decision. where there is a proposed amalgamation the addresses indicated above. May 1, 2022—Effective date of final of operations as defined by FRA’s It is ordered: decision. regulations); see also 49 CFR 244.9. A 1. The Revised Application in Docket [FR Doc. 2021–16328 Filed 7–29–21; 8:45 am] SIP is a comprehensive written plan, No. FD 36472 is accepted for BILLING CODE 4915–01–P prepared in accordance with FRA consideration. guidelines or regulations, explaining the 2. The parties to this proceeding must process by which Applicants intend to comply with the procedural schedule SURFACE TRANSPORTATION BOARD integrate the operation of the properties adopted by the Board in this proceeding as shown in the Appendix to this involved in a manner that would [Docket No. FD 36528] maintain safety at every step of the decision. The parties to this proceeding integration process, in the event the must comply with the procedural South Point & Ohio Railroad, LLC— Board approves the Merger Transaction. requirements described in this decision. Operation Exemption—Lawrence 49 CFR 1106.2; 49 CFR 244.9. The 3. CSXT shall provide updated traffic Economic Development Corporation proposed SIP is normally included as forecasts through 2027, as discussed part of the environmental record, above. South Point & Ohio Railroad, LLC 4. This decision is effective on July reviewed by OEA, and put out for (SPOR), a noncarrier, has filed a verified 30, 2021. public review and comment during the notice of exemption pursuant to 49 CFR environmental review process. 49 CFR By the Board, Board Members Begeman, 1150.31 to operate approximately 1,277 1106.4(b); 49 CFR 244.17. However, in Fuchs, Oberman, Primus, and Schultz. feet of track in South Point, Ohio (the cases where no formal environmental Eden Besera, Line), owned by Lawrence Economic review is required under NEPA, the Clearance Clerk. Development Corporation (LEDC), also a Board will develop appropriate case- Appendix noncarrier. The Line extends from a specific SIP procedures based on the point of connection with the Kenova facts and circumstances presented. 49 Procedural Schedule District main line of Norfolk Southern CFR 1106.4(c). If the Board authorizes July 1, 2021—Revised Application filed. Railway Company northward to an the proposed transaction and adopts the July 30, 2021—Board notice of acceptance industrial park owned by LEDC. The SIP, the Board requires compliance with of Revised Application to be published in the Line has no mileposts. According to the SIP as a condition to its Federal Register. Aug. 19, 2021—CSXT supplement SPOR, no common carrier service has authorization. 49 CFR 1106.4(b)(4). previously been offered on the Line. In its original petition for a procedural containing 2025, 2026, and 2027 traffic schedule, Applicants proposed that the forecasts due (unless extended based on a Pursuant to a Lease, Development and CSXT request for additional time). SIP be filed with OEA and FRA on what Marketing Services Agreement Aug. 20, 2021—Notices of intent to (Agreement) between SPOR and LEDC,1 would have been 15 days after the participate in this proceeding due. decision accepting the ‘‘significant’’ Aug. 27, 2021—Descriptions of anticipated SPOR will lease the Line, provide transaction application. However, the responsive, including inconsistent, common carrier rail service on the Line, Board and FRA’s regulations allow for applications due. Petitions for waiver or and operate as needed over connecting Applicants to submit the proposed SIP clarification with respect to such ancillary track located within the LEDC- up to 60 days after the application is applications due. owned industrial park. SPOR states that filed, which would be August 30, 2021. Comments, protests, requests for the Agreement would be effectuated conditions, and any other evidence and upon the effective date of the Accordingly, the Board will also allow argument in opposition to the Revised Applicants the full 60 days to submit Application or Related Transactions due. exemption, and upon the satisfaction of the SIP. Comments in response to the This includes any comments from the U.S. several other conditions precedent as set proposed SIP will be due on October 4, Department of Justice (DOJ) and U.S. forth in the Agreement. According to 2021. Applicants’ response to comments Department of Transportation (USDOT). SPOR, its obligation to provide common on the SIP will be due on October 18, Aug. 30, 2021—Proposed SIP to be filed 2021. with OEA and FRA. 42 The Board will decide whether to conduct a Service of Decisions, Orders, and Sept. 17, 2021—Environmental comments public hearing, which would be held between the Notices. The Board will serve copies of due, addressed to the attention of OEA filing of rebuttals and final briefs, in a later decision (unless extended based on a CSXT request for after the record has been more fully developed. See its decisions, orders, and notices on additional time). 49 U.S.C. 11324(a) (‘‘The Board shall hold a public those persons who are designated on the Sept. 28, 2021—Responsive, including hearing unless the Board determines that a public official service list as a Party of Record inconsistent, applications due. hearing is not necessary in the public interest.’’). or Non-Party. All other interested October 4, 2021—Comments in response to 43 The Board will also determine the page limits persons are encouraged to secure copies the Proposed SIP due. for final briefs in a later decision after the record October 18, 2021—Responses to comments, has been more fully developed. of decisions, orders, and notices via the 1 SPOR filed a copy of the Agreement, see Board’s website at www.stb.gov. protests, requests for conditions, and other opposition due, including to DOJ and Macrie—Continuance in Control Exemption—N.J. Access to Filings. Under the Board’s Seashore Lines, Inc., FD 35296, slip op. at 3–4 (STB USDOT filings. rules, any document filed with the served Aug. 31, 2010), in both redacted, public form Responses to responsive, including and under seal in unredacted form, along with a Board (including applications, inconsistent, applications due. motion for protective order pursuant to 49 CFR pleadings, etc.) shall be promptly Rebuttal in support of the Revised 1104.14. That motion was granted in a decision furnished to interested persons on Application and Related Transactions due. served on July 20, 2021.

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